HARRIS
                                                          BEACH &
                                                          WILCOX

                                                           A LIMITED LIABILITY
                                                          PARTNERSHIP

                                                          ATTORNEYS AT LAW

                                                          THE GRANITE BUILDING
                                                          130 EAST MAIN STREET
                                                          ROCHESTER, N.Y.
                                                          14604-1687
                                                          (716) 232-4440

September 15, 1998






Pro-Fac Cooperative, Inc.
90 Linden Oaks
Rochester, New York 14625


Re:  Registration Statement on Form S-2
     File No.: 333-7686


Ladies and Gentlemen:


     This  opinion is  delivered  to you in our  capacity  as counsel to Pro-Fac
Cooperative,  Inc. (the "Company" or "Pro-Fac") in connection with the Company's
Registration  Statement on Form S-2 (the  "Registration  Statement") to be filed
with the Securities and Exchange Commission under the Securities Act of 1933, as
amended,  including the prospectus forming a part thereof (the "Prospectus") and
any subsequent pre-effective amendments,  post-effective amendments,  prospectus
supplements or exhibits thereto,  relating to the public offering of retains and
shares of the preferred stock,  liquidation preference $25. This opinion relates
to the  federal  income tax  consequences  that are likely to be  material  to a
holder of Pro-Fac's common stock.

     We have reviewed the Registration  Statement and the documents incorporated
by reference  therein (the  "Incorporated  Documents") that describe the Company
and its investments and activities.  We have relied upon the  representations of
an officer of the  Company  regarding  the manner in which the  Company  and its
affiliates  have  been  and  will  be  owned  and  operated.   We  have  neither
independently  investigated nor verified such representations,  and this opinion
is expressly  conditioned upon the accuracy of such  representations.  We assume
that the Company has been and will be operated  in  accordance  with  applicable
laws  and the  terms  and  conditions  of  applicable  documents  and  that  the
descriptions of the Company and its actual and proposed  activities,  operations
and  governance  set forth in the  Incorporated  Documents  continue to be true,
correct and complete.

     In rendering the following opinion, we have examined the Company's Restated
Certificate  of  Incorporation  and the  By-Laws of the  Company  and such other
records,  certificates  and  documents,  each  as  amended,  as we  have  deemed
necessary or appropriate for purposes of rendering the opinion set forth herein.



<PAGE>


                                                                 2
         In  rendering  the opinion set forth  herein,  we have  assumed (i) the
genuineness  of  all  signatures  on  documents  we  have  examined,   (ii)  the
authenticity of all documents submitted to us as originals, (iii) the conformity
to the original documents of all documents  submitted to us as copies,  (iv) the
conformity of final  documents to all documents  submitted to us as drafts,  (v)
the authority and capacity of the  individual  or  individuals  who executed any
such documents on behalf of any person,  (vi) the accuracy and  completeness  of
all  records  made  available  to us  and  (vii)  the  factual  accuracy  of all
representations,  warranties and other  statements made by all parties.  We also
have  assumed,   without  investigation,   that  all  documents,   certificates,
representations,  warranties  and covenants on which we have relied in rendering
the opinion set forth below and that were given or dated  earlier  than the date
of this letter continue to remain  accurate,  insofar as relevant to the opinion
set forth herein,  from such earlier date through and including the date of this
letter  and  that  all  representations  made  to the  "best  knowledge"  of any
person(s), or subject to similar qualification, are true and complete as if made
without such qualification.  Notwithstanding the foregoing,  nothing has come to
our attention  that would cause us to question the accuracy or  completeness  of
the foregoing assumptions.

         The opinion set forth below is based upon the Internal  Revenue Code of
1986, as amended (the "Code"),  the income tax  regulations  and  procedures and
administration  regulations  promulgated thereunder and existing  administrative
and  judicial  interpretations  thereof,  all as they  exist at the date of this
letter.  All of the foregoing  statutes,  regulations  and  interpretations  are
subject to change, in some circumstances with retroactive effect; any changes to
the foregoing authorities might result in modifications of our opinion contained
herein.

         Based upon and subject to the foregoing, we are of the opinion that the
statements  in  the  Prospectus  set  forth  under  the  caption  "Tax  Matters"
concerning  our  opinions as to the  federal  income tax  consequences  that are
likely to be  material to a holder of the  Company's  common  stock,  accurately
reflect our opinions on the issues  discussed and, to the extent such discussion
refers to the opinion of this firm, we adopt and  incorporate all such opinions,
subject to the assumptions and limitations set forth herein.

         This opinion is rendered  with respect to the federal law of the United
States and does not  address the laws of any other  jurisdiction.  We express no
opinion other than that  expressly set forth herein.  Our opinion is not binding
on the Internal  Revenue Service (the "IRS"),  and the IRS may disagree with the
opinion  contained herein.  Except as specifically  discussed above, the opinion
expressed  herein  is  based  upon  the  federal  law  as it  currently  exists.
Consequently,  future  changes  in the law may  cause  the  federal  income  tax
treatment of the  transactions  described  herein to be materially and adversely
different from that described above.

         We consent to being named as counsel to the Company in the  Prospectus,
to the  references in the  Prospectus to our firm and to the inclusion of a copy
of this opinion letter as an exhibit to the Registration Statement.

                                   Very truly yours,

                                   Harris Beach & Wilcox, LLP

                               /s/ David M. Mehalick
                                   David M. Mehalick, Partner of the Firm